业务转型、终止业务及重大收购

港股IPO招股书披露先例 · 253 家公司,295 项

业务转型、终止业务及重大收购或出售,指申请人在往绩记录期内改变经营模式、停办或剥离既有业务、或进行重大收购,以致各期间财务资料的可比性受影响的事项。招股书一般在概要、风险因素、业务及财务资料等章节披露该等事项的背景、经过、交易金额或相关收入占比,并解释其商业理由,如战略聚焦、资源配置优化或供应链整合,同时说明对收入结构、盈利能力的影响及后续安排。

2023-09-18Prospectus
北京第四范式智能技术股份有限公司Beijing Fourth Paradigm Technology Co., Ltd.06682.HK

往绩期间完成三项收购增厚无形资产

From December 31, 2020 to December 31, 2021, our intangible assets increased significantly, mainly as a result of our acquisitions of Ideal Technology and Guangzhou Jianxin.

Financial Information · 第 351 页

Guangzhou Jianxin and its subsidiaries are primarily engaged in provision of intelligent platform and solutions in energy and power industry.

Financial Information · 第 351 页

Goodwill arising from the acquisition of Guangzhou Jianxin, Ideal Technology and EpicHust was monitored separately and assessed as separate CGUs for the purpose of impairment testing.

Financial Information · 第 313 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-18Prospectus
东软熙康控股有限公司NEUSOFT XIKANG HOLDINGS INC.09686.HK

往绩记录期间出售附属公司及应收出售款

Our net other losses or gains primarily consist of (i) gains or losses recognized from the disposal of our subsidiaries in 2020, 2021 and 2022 and the three months ended March 31, 2022 and 2023,

Financial Information · 第 404 页

The equity transfer receivables are mainly the consideration of the disposal of our subsidiaries to be paid by third-party purchasers.

Financial Information · 第 427 页

Our RMB30.1 million, or 100.0%, of equity transfer receivables outstanding as of March 31, 2023 was not yet settled as of July 31, 2023. The payments are not yet due under the terms of the respective transfer agreements. We expect to receive these payments by the end of 2023 based on the terms of the relevant contracts.

Financial Information · 第 427 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-13Prospectus
乐舱物流股份有限公司LC Logistics, Inc.02490.HK

2022年下半年起暂停自营跨境海运服务

However, as market freight rates decreased significantly since the second half of 2022, we have paused the offering of self-operated cross-border logistics services.

Summary · 第 3 页

In 2022, we recorded revenue from self-operated cross-border seaborne transportation of RMB2,603.1 million, which accounted for 59.3% of our revenue from cross-border logistics services in the same year.

Summary · 第 3 页

Accordingly, we had not provided any self-operated cross-border seaborne transportation services in 2023 up to the Latest Practicable Date.

Summary · 第 34 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-13Prospectus
武汉友芝友生物制药股份有限公司WUHAN YZY BIOPHARMA CO., LTD.02496.HK

新冠疫苗Y2019临床开发被降级搁置

Along with the relaxation of the preventative measures for the COVID-19 epidemic and the increasing number of individuals gaining immunity due to COVID-19 infection in China in late 2022, there are uncertainties surrounding the market demand for the COVID-19 vaccine, hence we will deprioritize the clinical development of Y2019 and currently have no immediate plans to initiate the Phase IIa clinical trial for Y2019.

Business · 第 330 页

We completed a Phase Ia clinical trial for Y2019 in China in August 2022 and obtained ethical committee approval for the Phase IIa clinical trial.

Business · 第 416 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-08-24Prospectus
宜明昂科生物医药技术(上海)股份有限公司ImmuneOnco Biopharmaceuticals (Shanghai) Inc.01541.HK

向SunHo转让IMM2505大中华区权益

In exchange of their rights, SunHo is obligated to pay RMB20.0 million assignment fee by installments.

Business · 第 313 页

In addition, in the occurrence of pre-specified safety issues resulting in the aforementioned failure of IMM2505, SunHo is entitled to a 50% payment return and we are entitled to restitutions of the transferred rights and interests of IMM2505 upon the termination of this agreement.

Business · 第 313 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-30Prospectus
Keep Inc.03650.HK

2022年6月终止两款国际移动应用

In June 2022, we strategically ceased the operation of two international mobile apps, Keep Trainer and Keep Yoga, as a part of our business strategy to streamline and consolidate our offerings to provide better user experience as our Keep app offers similar content and features previously offered by Keep Trainer and Keep Yoga.

Summary · 第 3 页

The revenue contribution of our overseas operations was also immaterial during the Track Record Period.

Summary · 第 3 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-30Prospectus
Keep Inc.03650.HK

线下业务转向轻资产合作模式

We owned and operated 13, 9, 9 and 7 Keepland fitness centers in Beijing, China as of December 31, 2019, 2020, 2021 and 2022, respectively, to provide offline fitness services.

Business · 第 190 页

We believe this asset-light format of engaging with our users enables us to expand our presence quickly and efficiently, deliver an integrated online and offline fitness experience, and address the diverse fitness needs of our users.

Business · 第 181 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-30Prospectus
众安智慧生活服务有限公司Zhong An Intelligent Living Service Limited02271.HK

重组收购CNC商业物业管理业务及三家公司

Upon completion of the acquisitions of the commercial properties property management business from the CNC Group by the Zhong An Group in April 2021, the property management business of both residential and non-residential properties has since then been operated by the Zhong An Group and the CNC Group has ceased to operate any property management business except for the hotel and cinema operation and management.

Business · 第 199 页

Our net current assets decreased by approximately RMB106.7 million to approximately RMB35.7 million as of December 31, 2021, mainly due to (i) decrease in cash and cash equivalents by RMB81.0 million as we settled the consideration payment to acquire the entire equity interest of (a) Zhejiang Runzhou, Yuyao Zhongli and Hangzhou Zhonghong and (b) Zhong An Management as part of the Reorganization;

Financial Information · 第 425 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-28Prospectus
慧居科技股份有限公司Wise Living Technology Co., Ltd02481.HK

太原特许区削减860万平方米及设施转让未决

Since our Group can no longer generate any future economic benefits from the concession relating to the Subject Area, in August 2017, our Group decided to accelerate the amortisation for the concession relating to the Subject Area and the carrying value of which became zero after such accelerated amortisation took place.

Business · 第 220 页

We are currently still under negotiation with the Taiyuan Administration in its capacity as the grantor for the transfer of all our heat service facilities in the Subject Area and its consideration thereto and no agreement had yet been reached between us and the grantor or the new operator on the transfer and the amount of consideration (if any) as at the Latest Practicable Date.

Business · 第 220 页

it was confirmed that (i) the Reduction did not occur as a result of any breach of the relevant provisions as stipulated in, nor did it constitute any breach of, the Taiyuan Concession Agreement; (ii) the Reduction was a one-off event and there will be no further reduction of our Concession Area of the Taiyuan Project in the foreseeable future;

Business · 第 221 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-19Prospectus
艾迪康控股有限公司ADICON Holdings Limited09860.HK

往绩期间完成三项实验室并购并涉或有对价

In connection with the acquisition of Shangrao Adicon and Jiangxi Jince, the Group acquired 61% equity interests in Shangrao Adicon and Jiangxi Jince during 2021 at a total consideration of RMB45.7 million in cash, of which RMB27.7 million had been paid, RMB4.4 million remained in payables for investment and RMB18.1 million recognized as contingent consideration as of December 31, 2022.

Financial Information · 第 272 页

In addition, in connection with the acquisition of Henan Adicon, the Group acquired 51% equity interests in Henan Adicon during 2022 at a total consideration of RMB88.9 million in cash, of which RMB62.2 million had been paid and RMB26.7 million recognized as contingent consideration.

Financial Information · 第 272 页

Our net profit grew further by 112.5% from RMB322.3 million in 2021 to RMB684.9 million in 2022, primarily due to (i) continued business growth driven by laboratory expansion and significantly expanded test offering, (ii) increased economies of scale and higher operating efficiency, and (iii) an increase in fair value gains on derivative financial instruments and contingent consideration.

Summary · 第 6 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-15Prospectus

往绩期间收购事项的影响

Our intangible assets increased from RMB62.7 million as of 31 December 2020 to RMB112.6 million as of 31 December 2021, primarily because we acquired (i) the right and related assets to operate a third party’s store on our Online Marketplace, and (ii) a subsidiary that held the medical institution practicing licence.

Financial Information · 第 266 页

Goodwill recorded on our balance sheet was related to our acquisition of Guangdong Dihao Pharmaceutical Co., Ltd. and Guangdong Dongjian Pharmaceutical Co., Ltd.

Financial Information · 第 266 页

Based on the result of the assessment, we determined that the recoverable amounts of all cashgenerating units are higher than the corresponding carrying amounts as of 31 December 2020, 2021 and 2022.

Financial Information · 第 267 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-04-25Prospectus
怡俊集团控股有限公司Easy Smart Group Holdings Limited02442.HK

由小型项目转向大额合约项目

Based on the consolidated management accounts for the years ended 30 June 2017, 2018 and 2019 prepared by the management of our Group, our Group in general recorded lower revenue in the three financial years prior to the Track Record Period than in the Track Record Period as we shifted our focus during the Track Record Period from smaller projects to projects with larger contract sums which could therefore generate more revenue.

Financial Information · 第 294 页

Despite the slight decrease in the number of projects from the year ended 30 June 2020 to the year ended 30 June 2022, our revenue continued to increase as we were able to secure and undertake more sizeable projects during the Track Record Period and we shifted our focus from smaller projects to projects with larger contract sums.

Business · 第 132 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-03-30Prospectus
北森控股有限公司Beisen Holding Limited09669.HK

2010年转型云端HCM、经营现业务历史有限

In particular, while we have been in operation for years, it was not until 2010 that we began to focus on developing and offering cloud-based HCM solutions, our current business focus.

Business · 第 207 页

In addition, our Core HCM Solutions, one of our key modules, was only launched in 2015, and it usually takes two to four years for a brand new module to achieve initial market acceptance with scalable revenue streams.

Business · 第 207 页

Therefore, despite our inception in 2005, we have a relatively limited history operating our current business, and as a result, our historical profitability may not be indicative of our future performance.

Business · 第 207 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-03-30Prospectus
北森控股有限公司Beisen Holding Limited09669.HK

重组计划下出售北森盛业等附属公司股权

Our other gains, net increased from RMB44.1 million for the fiscal year of 2021 to RMB73.0 million for the fiscal year of 2022, primarily due to the recognitions of (i) fair value gains on foreign exchange forward contracts of RMB14.7 million, and (ii) gains on disposal of subsidiaries of RMB11.9 million in relation to the disposal of our equity interest in Beisen Shengya in September 2021 as part of our business reorganization plan to streamline our business.

Financial Information · 第 293 页

Our other gains, net decreased from RMB3.3 million for the fiscal year of 2019 to RMB2.1 million for the fiscal year of 2020, primarily due to the increase in net foreign exchange losses of RMB4.3 million, which was partially offset by the increase in gains on disposal of subsidiaries of RMB3.0 million in relation to the disposal of our equity interest in Ruizheng HR Management.

Financial Information · 第 299 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-02-28Prospectus
九方财富控股有限公司JF Wealth Holdings Ltd09636.HK

2022年战略收缩低端产品线聚焦高端套餐

All refunds for the two packages/offerings in 2022 were for purchases that occurred in 2021; moreover, in 2022, we strategically shifted focus from these two offerings to others as the relevant customers were more affected by the economic downturns.

Summary · 第 14 页

In 2022, we have strategically focused on acquiring new customers who mainly subscribe to premium or deluxe packages of our offerings.

Business · 第 248 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
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